means the asset manager that has registered to the Site.
means RFPnetworks Content and Third Party Content.
means the institutional investor and/or advisor representing an institutional investor that has registered to the Site asset manager that has registered to the Site.
means the mandate as defined in article 2.1.
means the paid licence(s) the Institutional Investor and an Asset Manager can select.
means any content owned and/or provided by RFPnetworks.
means RFPnetworks B.V..
means the search form issued by an Institutional Investor which can be responded to by an Asset Manager.
means any of the services offered by RFPnetworks through the Site, as further described in article 2.
means the website(s) of RFPnetworks (including www.rfpnetworks.com).
Third Party Content
means any content owned and/or provided by User.
means any user of the Site (such as an Institutional Investor and an Asset Manager).
RFPnetworks makes the Site and Services available, through which Institutional Investors may find Asset Managers. Upon request, RFPnetworks provides a Search Form to an Institutional Investor, which the Institutional Investor can make available (anonymously if so desired) to Asset Managers. The Asset Manager may participate in the search process by using a questionnaire prepared by the Institutional Investor. The Institutional Investor, in its sole discretion, may or may not decide to invite an Asset Manager to negotiate the management of any portion of its assets. To that end, the Institutional Investor and selected Asset Manager may enter into negotiations with a view to conclude an investment management agreement or similar agreement (the “Mandate”). Any negotiation or agreement between the Institutional Investor and the Asset Manager falls outside the scope of the Site and Services and RFPnetworks has no involvement whatsoever with the investment management agreement or any other terms the Institutional Investor and Asset Manager may agree upon.
The Institutional Investor can decide whether to send anonymous feedback reports to the Asset Manager, based upon the Asset Managers responses to the questionnaire.
The Asset Manager may create a firm profile on the Site. The firm profile allows the Asset Manager to upload research papers and details about conferences that the Asset Manager may be hosting.
User acknowledges that (through the Site, the Services, the Content and/or otherwise):
RFPnetworks does not provide any investment advice or advice of any kind, and nothing on the Site or the Services constitutes investment advice or is to be considered or construed as such;
RFPnetworks does not make any recommendation on any financial instrument and does not make any recommendation on any investment style or strategy;
RFPnetworks is not acting on behalf of any User and does not recommend or endorse (or vet) any Asset Manager or Institutional Investor;
RFPnetworks does not offer or solicit any offer to trade in instruments and does not offer or solicit any offer to any Mandate;
RPFnetworks Content has been prepared without consideration of the specific needs of the User. If User requires investment, accounting, tax or legal advice, User should consult with its own advisors with respect to User’s individual needs and circumstances.
RPFnetworks does not and cannot guarantee the completeness, accuracy, timeliness or regulatory compliance of any Content. The Content is not intended to be relied upon without any verification or control by the User.
RFPnetworks will use its best endeavors to resolve any failure, malfunction, defect, problem, or non-conformity in the Site or Services. RFPnetworks will use its best endeavors to maintain and enforce computer system security procedures that are at least equal to industry standards, and to secure and defend the Site against breach of the security measures. RFPnetworks will promptly rectify any such breaches if they occur. RFPnetworks will periodically (but no less frequently than annually) test the Site for potential security liabilities.
In order to access the Site and use the Services, User must register as per the instructions provided on the Site and further set out in this article.
The Site, Services and Content are intended to be used exclusively by Institutional Investors and Asset Managers and by registering to the Site, each User confirms to either qualify as an Institutional Investor or Asset Manager.
User may only use the Site, Services and Content upon registration through completion of the online registration form available on the Site. User's registration will only be valid once accepted and confirmed by RFPnetworks.
User warrants that any information for registration to the Site provided by it, is correct, accurate, complete and up-to-date and is not in any way misleading or unlawful. User will inform RFPnetworks of any changes to such registration information by updating its profile on the Site.
Any Content regarding Asset Managers will only become available to Institutional Investors after the Institutional Investor has registered to the Site.
Upon registration to the Site, the Asset Manager will only receive Content relating to searches posted.
Without being liable and at its sole discretion, RFPnetworks may refuse a registration and change the terms of and/or requirements for registration at any time. If a User objects to such changes, User's only remedy is to terminate its registration.
User acknowledges that RFPnetworks is not required to and does not perform any check or selection process on any User prior to or after registration.
User's registration is personal and may not be shared with or transferred to a third party without RFPnetworks' prior written consent.
RFPnetworks does not charge a registration fee to the Institutional Investor or the Asset Manager.
RFPnetworks charges an annual registration fee to the Institutional Investor and the Asset Manager based upon the Module(s) they select. This fee is non-refundable. The registration can be renewed each year by making the required payment, in the absence of which the registration automatically terminates.
Any Asset Manager registering to the Site is responsible for performing its own (customer) due diligence review in relation to any Institutional Investor it may deal with.
Any Institutional Investor registering to the Site is responsible for performing its own due diligence review in relation to any Asset Manager it may deal with.
Subject to the terms hereof, RFPnetworks hereby grants User a non-exclusive, revocable, limited license to use the Services, including but not limited to browse the Site and view the Content on it, and print off pages from the Site to the extent reasonably necessary for User's use of the Site in accordance with the above. User acknowledges that RFPnetworks may, in its sole discretion and without any obligation to consult or inform User, terminate User's license to use the Services.
User may not and agrees not to:
systematically copy in any way substantial parts of the Site;
copy, publish, distribute or broadcast the Site, Services and/or the Content, or use the Site, Services and/or the Content in connection with the creation, promotion, trade or marketing of any investment products without RFPnetworks' prior written consent;
use the Site, Services and/or the Content for unlawful purposes or fail to comply with any laws or regulations that apply to User's use of the Site.
User hereby grants RFPnetworks a non-exclusive license to use User’s trademark (logo) as uploaded by the User on the Site for the duration of User’s registration to the Site.
RFPnetworks does not charge a registration fee to the Institutional Investor or the Asset Manager.
RFPnetworks charges the Institutional Investor and the Asset Manager fees based on the Module(s) they select after registration.
No portion of the fee payable by the Asset Manager to RFPnetworks will be passed to the Institutional Investor. No portion of the fee payable by the Institutional Investor to RFPnetworks will be passed to the Asset Manager.
User warrants that any Content provided by it, is correct, accurate, complete and up-to-date and is not in any way misleading, defamatory or unlawful, and does not infringe or violate the rights of any third party.
RFPnetworks merely makes all Content available on the Site on an “as is”, “as available” and “with all faults” basis. RFPnetworks does not in any way warrant that the Content is correct, accurate, complete and up-to-date, and does not in any way warrant any results from User's use of or reliance on the Content. User acknowledges that RFPnetworks does not in any way approve or endorse the Content and/or any advertisements shown on the Site.
RFPnetworks (i) does not make any representation or warranty, express or implied, as to, or assume any responsibility for, the accuracy, reliability or completeness of any of the Content, and (ii) shall be under no obligation to update or correct any inaccuracy in the Content.
RFPnetworks may at all times and at its own discretion decide to remove all or certain Content from the Site or add new Content.
Any Content provided by an Asset Manager is only made available to Users registered as Institutional Investors and not to Users registered as Asset Managers.
Any Content provided by an Institutional Investor is only made available to Users registered as Asset Managers and not to Users registered as Institutional Investors.
Notwithstanding articles 6.5 and 6.6, an anonymised summary of the search posted by the Institutional Investor will be posted on the Site without this being traceable to the relevant Institutional Investor. With the explicit permission of the User, RFPnetworks may create post-search analysis reports based upon anonymous aggregated data, which all Users (Institutional Investors and Asset Managers) will see.
Any links to advertisements or websites of third parties, as contained in the Site, are for User's convenience only. RFPnetworks does not endorse such websites or approve any content, information, goods or services provided by any of them. RFPnetworks is not in any way responsible for the availability of such links or any content provided through those links, and RFPnetworks is not liable for User's use of or reliance on any information or service provided through those links.
User agrees that, by posting feedback or comments on the Site, User automatically gives RFPnetworks an irrevocable, worldwide, perpetual, non-exclusive and royalty-free license to use your comments in any way on the Site or in related communications.
User shall not display hyperlinks on its websites to any website owned or operated by RFPnetworks. If User desires to display on its website a hyperlink to any RFPnetworks website, it must first obtain RFPnetworks' written consent.
In addition, RFPnetworks reserves the right to terminate with immediate effect and without being liable the registration of an Asset Manager or any affiliates of an Asset Manager whose registration has been or will be terminated.
User may terminate its registration and use of the Site and Services by written notice (including email) with immediate effect at any time.
RFPnetworks is not in any way liable for any damage, costs, expenses or losses that any User may incur as a result of termination of a registration and is not held to reimburse any fees received, regardless of the party terminating or the ground for termination. For the avoidance of doubt, any fee due and payable to RFPnetworks under article 5 is not affected by the termination, regardless of the party terminating or the ground for termination.
Should an Asset Manager after termination win a search in which it has participated through RFPnetworks, the Search Fee will still be due to RFPnetworks and will become immediately payable by the Asset Manager.
8. Warranties, liability and disclaimer
RFPnetworks does not make any warranties about the Site, Services and/or Content and/or accessibility, performance or availability thereof, and does not in any way warrant or is liable for any results from User's use of or reliance on the Content. By using the Site, the Services and/or the Content, User agrees that such use is at its own risk.
RFPnetworks does not make any recommendations or offer investment advice, and is not in any way liable for the Content or User's reliance thereon.
RFPnetworks does not make any recommendations on any financial product, and does not recommend or endorse (or vet) any Asset Manager or Institutional Investor. RFPnetworks, is not in any way liable for the suitability or credibility of the Institutional Investor's or Asset Manager's, or any User's reliance on such parties.
Anything contained in the Site, Services and Content is for informational purposes only and User may not rely upon it for any purpose, including, without limitation, in making any investment decision. The Site only provides information and does not provide investment advice or advice of any kind and nothing on the Site should be considered as such. The Site, Services and Content only contain general information that is not specifically tailored for Institutional Investor's individual situation and may therefore be unsuitable for Institutional Investor. Before making any decision based on, related to or derived from the Content, Institutional Investor should seek qualified financial, accounting, legal and/or tax advice.
The Site is not directed at any person or entity in any jurisdiction where (by reason of that person's nationality, residence or otherwise) the publication or availability of the Site is prohibited. Anyone accessing the Site must be aware that they are responsible themselves for the compliance with all local rules and regulations.
RFPnetworks does not warrant that the Site, Services and/or Content will be free from errors, viruses and other technical disruptive or destructive features.
RFPnetworks cannot control the security or information passing over the Internet, and does not warrant the safe transmission or reception of any information provided in relation to the Site, Services and/or Content.
RFPnetworks is not liable for any damage User may incur as a result of its use or otherwise in relation to the Site, Services and/or Content, regardless of whether any damage results from law, tort or otherwise. User's use of the Site, Services and/or Content is for User's own risk.
RFPnetworks may, without being liable, suspend the availability and/or operation of the Site, Services and/or the Content for whatever reason at its sole discretion. By using the Site, the Services and/or the Content, User agrees that under no circumstances will RFPnetworks be liable to User for any direct, indirect, consequential, incidental or other damages, including but not limited to lost profits, lost data, expenses, legal fees or any other loss that may result from or be connected with User's use of the Site, the Services and/or the Content.
The above exclusions of liability do not apply in the event of gross negligence or willful misconduct of RFPnetworks. It is agreed that under no circumstances shall RFPnetworks' aggregate total liability exceed the fees received from the relevant User during the twelve (12) month period preceding RFPnetworks' act or omission that gives rise to RFPnetworks' liability, notwithstanding the obligation of User to prevent or limit any damages that it may have suffered or could suffer and notwithstanding any compensation in relation to User's own failure (eigen schuld).
9. Intellectual Property Rights
User shall not do anything which may harm the distinctiveness, goodwill and/or reputation of the trademarks and/or RFPnetworks.
Either party may have access to certain confidential and proprietary information regarding the other party and/or third parties (“Confidential Information”). The Confidential Information includes, without limitation, any and all information obtained by either party through using the Site, Services and/or Content.
With respect to any Confidential Information disclosed or exposed to either party in the course of performing this Agreement, each party agrees to: (1) hold all such Confidential Information of the other party confidential and not disclose it to others or use it in any way, except in connection with the performance or rendering of the Services; (2) disclose it only to such party’s employees or subcontractors with a bona fide need to know and who have executed a written agreement that includes use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth herein; and (3) not allow any unauthorized third party access to any Confidential Information, either before or after expiration or termination of this Agreement without the prior written consent of the disclosing party.
Each party further agrees to take all action reasonably necessary and satisfactory to protect the confidentiality of the Confidential Information of the other party including but not limited to implementing and enforcing operating procedures to minimize the possibility of unauthorized use or copying of such Confidential Information.
The above confidentiality obligations shall not apply to any information which:
was already rightfully known to the receiving party prior disclosure to the receiving party hereunder;
is or has become publicly available or has been received from a third party, through no breach of any confidentiality obligation;
has been approved for release by written authorization of the disclosing party;
is independently developed by one party without using the Confidential Information of the other party; or
is required to be disclosed pursuant to a final binding order of a governmental agency or court of competent jurisdiction, provided that the disclosing party has been given reasonable notice of the pendency of such an order and the opportunity to contest it.
RFPnetworks explicitly rejects any general terms and conditions of User.
RFPnetworks may change and/or suspend the operation of the Site and Services and the availability of the Content at any time without prior notice. User must ensure that it visits the latest version of the Site by refreshing its browser whenever visiting the Site.
Any questions and complaints regarding the Site, Services and/or Content shall be submitted to: RFPnetworks B.V., Naarderweg 16, 1217 GL Hilversum, The Netherlands, or by completing the email form in the "footer" section on any page of the Site.
RFPnetworks may send User notices by regular mail, email or through the Site. Notices will be deemed given 24 hours after an email is sent, 3 days after a letter has been mailed, or immediately when posted on the Site. Whenever reference is made to notices or other communications being done “in writing”, this also includes via e-mail.